UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December 12~~January 4, ~~2022~~2023

FORTRESS CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39887		98-1554815
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. ~~EmployerIdentification~~Employer Identification No.)

1345 Avenue of the Americas 45th FloorNew York, NY		10105
1345 Avenue of the Americas 45th Floor New York, NY		10105
(Address of principal executive offices)		(Zip Code)

(212) 798-6100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant	FCAX.U	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant	FCAX.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	FCAX	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	FCAX	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		NONE
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	FCAX WS	New York Stock Exchange

☒	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 37.01. ~~Notice~~Regulation ofFD ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Disclosure.

~~The~~On ~~information~~January ~~set~~4, ~~forth~~2023, inFortress ~~Item~~Capital 5Acquisition Corp.02 (the “Company”) issued a press release announcing it will redeem all of ~~this~~its ~~Current~~outstanding ~~Report~~Class A ordinary shares, par value $0.0001, effective as of the close of business on ~~Form~~January 18, ~~8-K~~2023, because the Company will not be able to consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 57.0201, ~~Departure~~and Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of ~~Directors~~Section 18 orof ~~Certain~~the ~~Officers;~~Securities ~~Election~~Exchange Act of ~~Directors;~~1934, ~~Appointment~~as amended (the “Exchange Act”), or otherwise subject to the liabilities of ~~Certain~~that ~~Officers;~~section, ~~Compensatory~~nor ~~Arrangements~~shall it be deemed incorporated by reference in any filing under the Securities Act of ~~Certain~~1933, ~~Officers~~as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

OnItem ~~December 12, 2022, Gary Kalk notified Fortress Capital Acquisition Corp~~9. ~~(the “Company”) of his decision to resign from the Company’s Board of Directors (the “Board”), including the audit committee of the Board (the “Audit Committee”), effective immediately~~01. ~~Mr. Kalk’s~~Financial ~~resignation~~Statements ~~was~~and ~~not due to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices~~Exhibits.

Following the resignation of Mr. Kalk from the Board, the Audit Committee was reduced to two members. Due to the reduced number of Audit Committee members, the Company is no longer compliant with Section 303A.07(ad) ~~of the New York Stock Exchange (the “NYSE”) Listed Company Manual, which requires that the audit committee of a NYSE-listed company consist of at least three independent directors~~Exhibits.

Promptly after receiving notice of Mr. Kalk’s resignation, the Company notified the NYSE of the resulting non-compliance with Section 303A.07(a). On December 14, 2022, the NYSE notified the Company that if it is not able to cure this deficiency by December 21, 2022, it will be deemed “noncompliant.”


Exhibit No.		Description

99.1*		Press release, dated January 4, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2* Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fortress Capital Acquisition Corp.

FORTRESS CAPITAL ACQUISTION CORP.

Date: December 16, 2022

/s/ Daniel N. Bass

Date: January 4, 2023

/s/ Daniel N. Bass

Daniel N. Bass

Chief Executive Officer and Chief Financial Officer

Filing Compare · Fortress Capital Acquisition Corp